Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices 84857 

12 17 CFR 200.30–3(a)(12), (59). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSECHX–2023–23 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NYSECHX–2023–23. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSECHX–2023–23 and should be 

submitted on or before December 27, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–26730 Filed 12–5–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99042; File No. SR– 

NASDAQ–2023–048] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify 

Entry and All-Inclusive Annual Fees for 

Certain Companies 

November 30, 2023. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (‘‘Act’’) 

and Rule 19b–4 thereunder,2 notice is 

hereby given that on November 15, 

2023, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify 

entry and all-inclusive annual fees for 

certain companies, as described below. 

While changes proposed herein are 

effective upon filing, the Exchange has 

designated the proposed amendments to 

be operative on January 1, 2024. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to (i) modify the entry fee for 

a Company that first lists a class of 

equity securities on the Nasdaq Global 

or Global Select Market; (ii) modify the 

Exchange’s all-inclusive annual listing 

fees for certain domestic and foreign 

companies listing equity securities on 

the Nasdaq Global Select, Global and 

Capital Markets; and (iii) replace the 

tiered all-inclusive annual listing fee 

structure with a flat fee of $81,000 for 

an Acquisition Company, as defined 

below. 

All revised fees will be applied in the 

same manner to all issuers and the 

changes will not disproportionately 

affect any specific category of issuers. 

While these changes are effective upon 

filing, Nasdaq has designated the 

proposed amendments to be operative 

on January 1, 2024. 

Entry Fees on the Nasdaq Global Market 

Currently, Nasdaq charges companies 

listing pursuant to Rule 5910(a)(1)(A)(i) 

a $270,000 entry fee the first time the 

company lists a class of its securities 

(not otherwise identified in the Rule 

5900 Series) on the Nasdaq Global and 

Global Select Market. Nasdaq is 

proposing to increase the entry fee for 

these companies from $270,000 to 

$295,000 to better align its fees with the 

value of a listing to issuers and to reflect 

costs in servicing these listings, such as 

from the remodeling of a portion of the 

New York Headquarters used for 

company events, including market 

opening and closing bells, conducting 

the required associated regulatory 

oversight, and Nasdaq’s advocacy efforts 

on behalf of the public company model. 

In establishing these fee changes Nasdaq 

also considered the competitive 

atmosphere in which the Exchange 

operates. 

Nasdaq does not propose to increase 

the minimum entry fees described in 

Rule 5910(a) charged for additional 

classes of equity securities, Acquisition 

Companies, Closed-End Funds, and any 


lotter on DSK11XQN23PROD with NOTICES1
84858 Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices 

3Nasdaq also is not proposing to amend the Entry 

Fees on the Nasdaq Capital Market. 

4Nasdaq is not proposing to amend the allinclusive annual fee for Closed-end Funds and 

Limited Partnerships on any Nasdaq tier. 

5Rule 5930 sets forth the all-inclusive annual 

listing fees applicable to SEEDS and Other 

Securities; and Rule 5940 sets forth the all-inclusive 

annual listing fees applicable to Exchange Traded 

Products that are listed on the Nasdaq Global 

Market. Nasdaq is not proposing to amend these 

rules. 

6REITs are subject to the same fee schedule as 

other equity securities; however for the purpose of 

determining the total shares outstanding, shares 

outstanding of all members in a REIT Family listed 

on the same Nasdaq market tier may be aggregated. 

Similarly, for the purpose of determining the total 

shares outstanding, fund sponsors may aggregate 

shares outstanding of all Closed-End Funds in the 

same fund family listed on the Nasdaq Global 

Market or the Nasdaq Capital Market. See Listing 

Rules 5910(b)(2) and 5920(b)(2). 

7 In establishing the fee changes described in this 

rule filing, Nasdaq considered various factors that 

distinguish companies, including market tier, 

shares outstanding, and security type, as well as the 

perceived use of various Nasdaq regulatory and 

support services by companies of various 

characteristics to better align fees with the size of 

the companies that pay those fees. Pricing for 

similar securities on other national securities 

exchanges was also considered. Based on this 

analysis, Nasdaq does not propose to modify the 

structure and the number of fee tiers within the 

annual fee schedule at this time. 

class of rights.3 The Exchange believes 

that the benefits issuers receive in 

connection with those listings are 

consistent with the current fee levels. 

Further, issuers of those types of listings 

are not generally entitled to the types of 

services provided and resources offered 

in connection with a primary equity 

security listing. As such, the Exchange 

has not incurred the same level of cost 

increases associated with them. 

While the new entry fees are effective 

upon filing and Nasdaq has proposed 

that they be operative on January 1, 

2024, Nasdaq will offer a short period 

for any company that applies before 

January 1, 2024 to complete the listing 

process and list under the current fee 

schedule. Specifically, any company 

that submits its application to Nasdaq 

before January 1, 2024, and lists before 

February 15, 2024, would be subject to 

fees under the existing fee schedule. 

Nasdaq believes that it is appropriate to 

continue to apply the prior fee schedule 

for these companies because they will 

be substantially far along in the process 

of going public at the time of this filing 

and may have made decisions based on 

that fee schedule. 

All-Inclusive Annual Listing Fees 

Currently, for companies listed on the 

Capital Market, other than Acquisition 

Companies (i.e., companies whose 

business plan is to complete an initial 

public offering and engage in a merger 

or acquisition with one or more 

unidentified companies within a 

specific period of time, as described in 

IM–5101–2), ADRs, Closed-end Funds 

and Limited Partnerships, the allinclusive annual fee described in Listing 

Rule 5920 ranges from $47,000 to 

$84,000; for Acquisition Companies 

listing on the Capital Market the allinclusive annual fee ranges from 

$70,000 to $81,000; and for ADRs listed 

on the Capital Market the all-inclusive 

annual fee ranges from $47,000 to 

$56,500.4 On the Global and Global 

Select Markets, the all-inclusive annual 

fee described in Listing Rule 5910 for 

companies other than Acquisition 

Companies, ADRs, Closed-end Funds 

and Limited Partnerships ranges from 

$50,000 to $173,500; for Acquisition 

Companies on the Global and Global 

Select Markets the all-inclusive annual 

fee ranges from $70,000 to $81,000; for 

ADRs the all-inclusive annual fee ranges 

from $50,000 to $89,500.5 In each case, 

a company’s all-inclusive annual fee is 

based on its total shares outstanding.6

Nasdaq proposes to amend the allinclusive annual fee for certain 

domestic and foreign companies listing 

equity securities on the Nasdaq Global 

Select, Global and Capital Markets to 

the following amounts,7 effective 

January 1, 2024: 

Global/Global Select Markets 

Total shares 

outstanding 

Annual fee 

before the 

proposed 

change 

Annual fee 

effective 

January 1, 

2024 

Equity securities other than, in part, Acquisition Companies, ADRs, 

Closed-end Funds and Limited Partnerships.

Up to 10 million shares ................... $50,000 $52,500 

10+ to 50 million shares .................. 62,000 65,500 

50+ to 75 million shares .................. 84,000 85,000 

75+ to 100 million shares ................ 112,000 113,500 

100+ to 125 million shares .............. 140,000 141,500 

125+ to 150 million shares .............. 151,500 157,500 

Over 150 million shares .................. 173,500 182,500 

ADRs .......................................................................................................... Up to 10 million ADRs and other 

listed equity securities.

50,000 52,500 

10+ to 50 million ADRs and other 

listed equity securities.

56,500 59,500 

50+ to 75 million ADRs and other 

listed equity securities.

67,000 70,500 

Over 75 million ADRs and other 

listed equity securities.

89,500 94,000 

Capital Market 

Total shares 

outstanding 

Annual fee 

before the 

proposed 

change 

Annual fee 

effective 

January 1, 

2024 

Equity securities other than Acquisition Companies, ADRs, Closed-end 

Funds and Limited Partnerships.

Up to 10 million shares ................... $47,000 $49,500 

10+ to 50 million shares .................. 62,000 65,500 

Over 50 million shares .................... 84,000 85,000 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices 84859 

8See Listing Rules 5910(b)(2)(F) and 

5920(b)(2)(G). 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(4) and (5). 

11The Justice Department has noted the intense 

competitive environment for exchange listings. See 

‘‘NASDAQ OMX Group Inc. and Intercontinental 

Exchange Inc. Abandon Their Proposed Acquisition 

Of NYSE Euronext After Justice Department 

Threatens Lawsuit’’ (May 16, 2011), available at 

http://www.justice.gov/atr/public/press_releases/ 

2011/271214.htm. 

12 In that regard, Nasdaq notes that CBOE BZX 

has announced a new listing offering. See ‘‘Cboe 

Launches New Global Listing Offering for 

Companies and ETFs of the Purpose-Driven 

Innovation Economy’’ (June 2, 2023), available at 

https://ir.cboe.com/news/news-details/2023/CboeLaunches-New-Global-Listing-Offering-forCompanies-and-ETFs-of-the-Purpose-DrivenInnovation-Economy-06-02-2023/default.aspx. 

Total shares 

outstanding 

Annual fee 

before the 

proposed 

change 

Annual fee 

effective 

January 1, 

2024 

ADRs .......................................................................................................... Up to 10 million ADRs and other 

listed equity securities.

47,000 49,500 

Over10 million ADRs and other listed equity securities.56,500 59,500 

Nasdaq proposes to update amounts 

in examples in Listing Rules 

5910(b)(3)(D) and 5920(b)(3)(D), 

clarifying the application of the rules for 

companies transferring between Nasdaq 

tiers, to align the fee amounts with the 

fees applicable in year 2024. 

Nasdaq proposes to make the 

aforementioned fee increases to better 

reflect the Exchange’s costs related to 

listing equity securities, such as from 

the remodeling of a portion of the New 

York Headquarters used for company 

events, including market opening and 

closing bells, conducting the required 

associated regulatory oversight, and 

Nasdaq’s advocacy efforts on behalf of 

listed companies, and the corresponding 

value of such listing to companies. In 

establishing these fee changes Nasdaq 

also considered the competitive 

atmosphere in which the Exchange 

operates. 

All-Inclusive Annual Listing Fee for 

Acquisition Companies 

Nasdaq currently charges an allinclusive annual listing fee for 

Acquisition Companies listed on the 

Nasdaq Capital, Global and Global 

Select Markets based on the number of 

shares outstanding according to the 

following tiers: 8

Up to 50 million shares $70,000 

Over 50 million shares $81,000 

Nasdaq now proposes to replace the 

tiered structure for Acquisition 

Companies listed on the Nasdaq Capital, 

Global and Global Select Markets with 

a flat fee of $81,000 effective January 1, 

2024. Nasdaq proposes to make this 

change to better reflect the value of such 

listing to companies. In particular, the 

Exchange believes it is reasonable to 

apply a flat all-inclusive annual listing 

fee for Acquisition Companies because 

the value of the listing for an 

Acquisition Company, given the limited 

scope of operations and the requirement 

to engage in a merger or acquisition 

with one or more unidentified 

companies within a 36 months of the 

effectiveness of the Acquisition 

Company’s IPO registration statement, is 

substantially similar regardless of the 

number of shares the Acquisition 

Company has outstanding. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,9 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,10 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As a preliminary matter, Nasdaq notes 

that the Exchange operates in a highly 

competitive marketplace for the listing 

of companies.11 The Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. The Exchange believes that the 

ever-shifting market share among 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Moreover, new competitors 

can enter the space, including existing 

exchanges without listing programs.12

Accordingly, competitive forces 

constrain the Exchange’s listing fees and 

changes to the listing fees can have a 

direct effect on the ability of Nasdaq to 

compete for new listings and retain 

existing listings. 

Entry Fees on the Nasdaq Global Market 

Nasdaq believes that the modification 

of the entry fees on the Nasdaq Global 

and Global Select Markets represents a 

reasonable attempt to address the 

Exchange’s increased costs in servicing 

these listings and conducting the 

required associated regulatory oversight 

while also considering competitive 

dynamics and continuing to attract new 

listings. Nasdaq proposes to make the 

aforementioned fee change to better 

reflect the value of such listing to 

companies. While newly listing 

companies would pay a higher initial 

listing fee under the proposed fee than 

under the current rule, the Exchange 

believes that this increase is not unfairly 

discriminatory, as the resources the 

Exchange expends in connection with 

the initial listing of those companies are 

consistent with the proposed fees. 

Nasdaq does not propose to increase the 

entry fees described in Rule 5910(a) 

charged for additional classes of equity 

securities, Acquisition Companies, 

Closed-End Funds, and any class of 

rights. The Exchange believes that the 

benefits issuers receive in connection 

with those listings are consistent with 

the current fee levels, as those types of 

listings do not generally entitle issuers 

to the types of services provided in 

connection with a primary common or 

preferred stock listing of an operating 

company and the Exchange has 

therefore not incurred the same level of 

cost increase associated with them. As 

such, Nasdaq does not think it is 

unfairly discriminatory to increase the 

entry fees only for operating companies 

listing their primary equity security. 

Nasdaq also does not think it is 

unfairly discriminatory to allow 

companies that apply to list before 

January 1, 2024, and list before February 

15, 2024, to pay the existing fee 

schedule. These companies will be 

substantially far along in the process of 

going public at the time of this filing 

and may have made decisions based on 

the existing fee schedule. 

All-Inclusive Annual Listing Fees 

Nasdaq believes that the proposed 

amendments to Listing Rules 5910(b)(2) 

and 5920(b)(2) to increase the allinclusive annual fees listing fees as set 


lotter on DSK11XQN23PROD with NOTICES1
84860 Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices 

13See, e.g., Section 902.11 of the NYSE Listed 

Company Manual imposing a flat annual fee of 

$85,000 on Acquisition Companies. 14 15 U.S.C. 78s(b)(3)(A)(ii). 

forth above are reasonable because of 

the increased costs incurred by Nasdaq, 

including due to price inflation. In that 

regard, the Exchange notes that its 

general costs to support listed 

companies and conduct the required 

associated regulatory oversight have 

increased. The Exchange also continues 

to expand and improve the services it 

provides to listed companies, the 

technology to deliver those services and 

the customer experience at the Nasdaq 

MarketSite. These improvements 

include the remodeling of a portion of 

Nasdaq’s New York Headquarters used 

for company events, including market 

opening and closing bells, and the 

investment in technology to support 

ongoing trading. 

The Exchange also believes that the 

proposed amendments to the annual 

fees for equity securities are equitable 

because they do not change the existing 

framework for such fees, but simply 

increase the amount of certain of the 

fees to reflect increases in operating 

costs and the perceived value of a 

listing, including as a result of Nasdaq’s 

advocacy efforts on behalf of listed 

companies. Similarly, as the fee 

structure remains effectively unchanged 

apart from increases in the rates paid by 

certain issuers, as described above, the 

changes to annual fees for equity 

securities neither target nor will they 

have a disparate impact on any 

particular category of issuer of equity 

securities. 

The Exchange believes that the 

proposal to increase annual fees for 

operating companies is not unfairly 

discriminatory because Nasdaq will 

maintain the current fee structure, based 

on shares outstanding, and the same fee 

schedule will apply to all such issuers. 

While the Exchange does not propose to 

increase the minimum annual fees 

charged for various products including 

Closed-end Funds, Limited 

Partnerships, and securities covered by 

Rule 5930 (that sets forth the allinclusive annual listing fees applicable 

to SEEDS and Other Securities), Rule 

5935 (that sets forth the all-inclusive 

annual listing fees applicable to NonConvertible Bonds) and Rule 5940 (that 

sets forth the all-inclusive annual listing 

fees applicable to Exchange Traded 

Products), the Exchange believes that 

this is not unfairly discriminatory 

because the benefits the issuers of those 

other types of securities receive in 

connection with their listings are 

consistent with the current fee levels 

paid by those issuers. Specifically, those 

types of listings do not generally benefit 

to the same extent from services 

provided by the Exchange and the 

Exchange’s advocacy efforts as do 

issuers of operating company equity 

securities. 

All-Inclusive Annual Listing Fee for 

Acquisition Companies 

Nasdaq believes the proposed change 

to apply a flat all-inclusive annual fee 

for all listed Acquisition Companies is 

reasonable, and not unfairly 

discriminatory, because the value of the 

listing to an Acquisition Company, and 

Nasdaq’s costs in regulating and 

supporting the listing of an Acquisition 

Company, is substantially similar 

regardless of the number of shares the 

company has outstanding or its market 

tier, and, as revised, all Acquisition 

Companies would pay the same fee. 

While some companies would pay a 

higher fee under the proposed flat fee 

than under the current rate, Nasdaq 

believes that this change is not unfairly 

discriminatory because the value of the 

listing to an Acquisition Company is 

substantially similar regardless of the 

number of shares the company has 

outstanding. Pricing for similar 

securities on other national securities 

exchanges was also considered, and 

Nasdaq believes that a proposed flat allinclusive annual listing fee for 

Acquisition Companies is reasonable 

given the competitive landscape.13

The proposed renumbering of certain 

rules to improve their clarity and 

readability is ministerial in nature and 

has no substantive effect. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The market 

for listing services is extremely 

competitive and listed companies may 

freely choose alternative venues, both 

within the U.S. and internationally. For 

this reason, Nasdaq does not believe 

that the proposed rule change will result 

in any burden on competition for 

listings. The Exchange also does not 

believe that the proposed rule change 

will have any meaningful impact on 

competition among listed companies 

because all similarly situated companies 

will be charged the same fee. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.14

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2023–048 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NASDAQ–2023–048. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices 84861 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The term ‘‘Market Makers’’ refers to ‘‘Lead 

Market Makers’’, ‘‘Primary Lead Market Makers’’ 

and ‘‘Registered Market Makers’’ collectively. See 

Exchange Rule 100. 

4The term ‘‘Proprietary Product’’ means a class 

of options that is listed exclusively on the 

Exchange. See Exchange Rule 100. 

5See Securities Exchange Act Release No. 84417 

(October 12, 2018), 83 FR 52865 (October 18, 2018) 

(SR–MIAX–2018–14) (Order Granting Approval of a 

Proposed Rule Change by Miami International 

Securities Exchange, LLC to List and Trade on the 

Exchange Options on the SPIKES® Index). 

6See Securities Exchange Release No. 85283 

(March 11, 2019), 84 FR 9567 (March 15, 2019) (SR– 

MIAX–2019–11). The Exchange initially filed the 

proposal on February 15, 2019 (SR–MIAX–2019– 

04). That filing was withdrawn and replaced with 

SR–MIAX–2019–11. On September 30, 2020, the 

Exchange filed its proposal to, among other things, 

reorganize the Fee Schedule to adopt new Section 

1)b), Proprietary Products Exchange Fees, and 

moved the fees and rebates for SPIKES options into 

new Section 1)b)i). See Securities Exchange Act 

Release Nos. 90146 (October 9, 2020), 85 FR 65443 

(October 15, 2020) (SR–MIAX–2020–32); 90814 

(December 29, 2020), 86 FR 327 (January 5, 2021) 

(SR–MIAX–2020–39). 

7See Securities Exchange Act Release Nos. 86109 

(June 14, 2019), 84 FR 28860 (June 20, 2019) (SR– 

MIAX–2019–28); 87282 (October 10, 2019), 84 FR 

55658 (October 17, 2019) (SR–MIAX–2019–43); 

87897 (January 6, 2020), 85 FR 1346 (January 10, 

2020) (SR–MIAX–2019–53); 89289 (July 10, 2020), 

85 FR 43279 (July 16, 2020) (SR–MIAX–2020–22); 

90146 (October 9, 2020), 85 FR 65443 (October 15, 

2020) (SR–MIAX–2020–32); 90814 (December 29, 

2020), 86 FR 327 (January 5, 2021) (SR–MIAX– 

2020–39); 91498 (April 7, 2021), 86 FR 19293 (April 

13, 2021) (SR–MIAX–2021–06); 93881 (December 

30, 2021), 87 FR 517 (January 5, 2022) (SR–MIAX– 

2021–63); 95259 (July 12, 2022), 87 FR 42754 (July 

17, 2022) (SR–MIAX–2022–24); 96007 (October 7, 

2022), 87 FR 62151 (October 13, 2022) (SR–MIAX– 

2022–32); 96588 (December 28, 2022), 88 FR 381 

(January 4, 2023) (SR–MIAX–2022–47); 97887 (July 

12, 2023), 88 FR 45936 (July 18, 2023) (SR–MIAX– 

2023–28). 

8The term ‘‘Member’’ means an individual or 

organization approved to exercise the trading rights 

associated with a Trading Permit. Members are 

deemed ‘‘members’’ under the Exchange Act. See 

Exchange Rule 100. 

9Full Service MEI Ports provide Market Makers 

with the ability to send Market Maker simple and 

complex quotes, eQuotes, and quote purge messages 

to the MIAX System. Full Service MEI Ports are also 

capable of receiving administrative information. 

Market Makers are limited to two Full Service MEI 

Ports per matching engine. See Fee Schedule, infra 

note 15. 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NASDAQ–2023–048 and should be 

submitted on or before December 27, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–26724 Filed 12–5–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99047; File No. SR–MIAX– 

2023–46] 

Self-Regulatory Organizations; Miami 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Its Fee Schedule 

November 30, 2023. 

Pursuant to the provisions of Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on November 16, 2023, Miami 

International Securities Exchange, LLC 

(‘‘MIAX’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I, II, and III below, 

which Items have been prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

MIAX Options Exchange Fee Schedule 

(the ‘‘Fee Schedule’’) to extend the 

waiver period for certain nontransaction fees applicable to Market 

Makers 3 that trade solely in Proprietary 

Products 4 until June 30, 2024. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://www.miaxglobal.com/markets/ 

us-options/miax-options/rule-filings, at 

MIAX’s principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule to extend the waiver 

period for certain non-transaction fees 

applicable to Market Makers that trade 

solely in Proprietary Products until June 

30, 2024. 

Background 

On October 12, 2018, the Exchange 

received approval from the Commission 

to list and trade on the Exchange 

options on the SPIKES® Index, a new 

index that measures expected 30-day 

volatility of the SPDR S&P 500 ETF 

Trust (commonly known and referred to 

by its ticker symbol, ‘‘SPY’’).5 The 

Exchange adopted its initial SPIKES 

options transaction fees on February 15, 

2019 and adopted a new section of the 

Fee Schedule—Section 1)a)xi), 

SPIKES—for those fees.6 Options on the 

SPIKES Index began trading on the 

Exchange on February 19, 2019. 

On May 31, 2019, the Exchange filed 

its first proposal in a series of proposals 

with the Commission to amend the Fee 

Schedule to waive certain nontransaction fees applicable to Market 

Makers that trade solely in Proprietary 

Products (including options on the 

SPIKES Index) beginning June 1, 2019, 

through December 31, 2023.7 In 

particular, the Exchange adopted fee 

waivers for Membership Application 

fees, monthly Market Maker Trading 

Permit fees, Application Programming 

Interface (‘‘API’’) Testing and 

Certification fees for Members,8 and 

monthly MIAX Express Interface 

(‘‘MEI’’) Port 9 fees assessed to Market 

Makers that trade solely in Proprietary 

Products (including options on SPIKES) 

throughout the entire period of June 1, 

2019 through December 31, 2023. The 

Exchange now proposes to extend the 

waiver period for the same nonVerDate Sep<11>2014 20:52 Dec 05, 2023 Jkt 262001 PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 E:\FR\FM\06DEN1.SGM 06DEN1

lotter on DSK11XQN23PROD with NOTICES1